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Main Characters

    Princess Twilight Sparkle 
Princess of Friendship and one of the two main narrators of the story.

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     Prince Morpheus of House Sycadia 
Head of the Hive of the First Father since Chrysalis' abdication, he is the second main narrator of the story.

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Other Mane Six

    Rarity 
The Element of Generosity, she is very keen on getting Twilight hooked up with someone, and the Adorkable Morpheus is so very available...

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  • Crazy-Prepared: Did some prepacking at one point while feeling somewhat uninspired. The project has significantly grown from its original scope.
  • Drama Queen
  • Lady of War: Twilight reckons that if she went the warrior-princess route, she'd easily be the toughest of the Mane Six.
  • Nightmare Fetishist: Has some shades of this, reacting much less disgustedly to the more bizarre edge of changeling power.
  • Shipper on Deck: Twilight/Anyone. She very quickly becomes fond of Twilight/Morpheus.
  • Thinks Like a Romance Novel: Much to Twilight's embarrassment and annoyance.

     Applejack 
Element of Honesty, and Rainbow Dash's marefriend.

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    Pinkie Pie 
Element of Laughter.

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  • Alien Catnip: Her mere presence is this to changelings, due to the sheer force of the joy she gives out.
  • The Dreaded: By the changelings, because she just doesn't make sense.
  • Offscreen Teleportation: Much to Morpheus' shock.
  • The Red Baron: Can be found in the changeling archives under "Anomaly", "Enigma", "Reason's Bane", "The Unsolvable Puzzle", "Logic's End"...
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    Rainbow Dash 
Element of Honesty, and Applejack's marefriend.

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    Fluttershy 
Element of Kindness.

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  • Cooldown Hug: Frequently, to Morpheus.
  • Disability Superpower: Downplayed, but her weak wings are far more dextrous than the norm.
  • The Empath: As part of being the Element of Kindness. This allows her to have a Heart-To-Heartnote  with Morpheus.
  • The Quiet One: She's quite pleased that Morpheus bothers to listen when she's speaking quietly, as not many others do.

Ponyville

     Spike 
Twilight's Number One Assistant

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    Discord 
God of Chaos, and Morpheus' initial contact point for the story.

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    Castle 
Twilight Sparkle's castle, which turns out to be sentient.

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    Lyra 
A changeling of the Everfree Hive who has been living in Ponyville for some time.

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    Bon-Bon 
An ex-secret agent in a stable romance with Lyra.

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    Third Eye/Father Arachne 
The Lord of the Everfree Hive.

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  • Faking the Dead: Lived in Canterlot for a while, but faked his death during Chrysalis' invasion, as he knew he'd never be able to remain hidden in the aftermath.
  • The Fog of Ages: He's forgotten much of his history, including, at times, his own true name, Father Arachne.
  • Large and in Charge: In his true form, he's massive.
  • Really 700 Years Old
  • Teleportation Sickness: His portals tend to do this.
  • Trickster Mentor: Has used his hive to help Equestria grow strong without ever revealing their existence.
  • Un-person: He and his hive were erased from the changeling archives when his father was exiled.

    Big Mac 
Applejack's big brother.

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    Zecora 
The zebra shamaness who lives a short way out from Ponyville.

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  • Cryptically Unhelpful Answer: When Morpheus tries to ask questions of her.
  • Emotion Eater: She isn't, probably. But she did learn from one, a Malpractitioner, which feeds off curiosity. Of course, given that no-one's sure whether "Malpractitioner" is a species name or a job title, she could still be one, or just a Malpractitioner's apprentice. And that degree of confusion is entirely normal for dealing with one.
  • Power at a Price: There's a cost to her help if it's genuinely magical, part of how Malpractice works. The price we see extracted from Morpheus is "A song, a dance, an unnamed favor~ All to be collected later".
  • Rhymes on a Dime: As in canon.

Other Equestrians

    Princess Celestia 
One half of the royal diarchy, she's initially wary of Morpheus.

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    Shining Armor 
Twilight's older brother.

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     Princess Cadance 

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    Radiant Dawn 
A historical figure.

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Hive of the First Father

    Queen Chrysalis 
The former Queen of the Hive of the First Father. Has since taken up residence in the Everfree Forest (apparently) and is a wild card that bounces between helpful and antagonistic by the second.

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  • Brains and Bondage: To the Squicked out reaction of everyone who finds out.
  • Even Evil Has Loved Ones: Genuinely seems to care about Morpheus. Of course, she may be entirely faking it to manipulate Twilight.
  • Genghis Gambit: Morpheus thinks she's playing this, giving the Hive of the First Father and the Equestrians a common enemy in herself to help the integration.
  • God Save Us from the Queen!
  • Hidden Agenda Villain: No-one except her (And maybe Discord, who is convinced she isn't a threat. At the moment.) seems to know what she's actually aiming for during the events of the story (though it's likely to be discovered, from the later-written comments by Twilight).
  • Mama Bear: Probably. Drops dark threats on Twilight to keep Morpheus safe.
  • Villainous Rescue: Rescues Twilight from the middle of the Everfree.

     Errant 
A changeling nymph in the Hive of the First Father that comes to live in Ponyville, he's the child of Webber.

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     Spi/Mean Norm 
One of Morpheus' old friends, he comes to live in Ponyville. Of the Infiltrator caste.

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     Hera 
One of Morpheus' nymphood friends, she is of the Warrior caste.

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    Webber 
A changeling Analyst, he's an old friend of Morpheus'.

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    Wyrman 
An infiltrator who tries to assassinate Twilight. Morpheus turns him.

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  • The Atoner: Has a lot of blood on his hooves. His murder of Twilight was to be his penance, but he has a different path now.
  • Death Seeker: Before Morpheus gave him hope he was resigned to passing the Azure Veil.
  • Even Evil Has Loved Ones: Has a son who recently underwent the Chrysalling to become a Lord.
  • Heel–Face Turn: When he learns that Morpheus' success is genuine, it gives him hope for the future, and makes him an ally of Morpheus.

     Echo, Echoe and Ekho 
Three Harvesters of the Hive of the First Father who come to live in Ponyville.

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     Lady Antiquity Antipathy 
Head of House Antipathy, a changeleing with a dangerous reputation.

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    Ichorous 
An ancient Changeling prince, he courted Radiant Dawn and lost his wings for his trouble. While she nursed him to health, they fell in love.

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